Bristow receives court approval for reorganisation plan
After a tumultuous six months, Bristow Group has been cleared to emerge from Chapter 11 following recent approval from the US Bankruptcy Court.
The helicopter operator’s reorganisation plan will see it hand over most of its equity to its largest secured creditors: Solus Alternative Asset Management, South Dakota Investment Council, Empyrean Capital Partners, Bain Capital Credit and Oak Hill Advisors.
The terms of the approved plan also state that Bristow will receive a capital injection of $535 million from both secured and unsecured noteholders. The capital is comprised of a $385 million debt to equity swap and a $150 million from a Debtor-in-possession (DIP) loan both announced in July.
Bristow hopes to complete the plan and emerge from Chapter 11 by the end of this month.
Don Miller, president and CEO of Bristow, said: “Achieving plan confirmation is an important milestone that comes less than five months after we initially filed Chapter 11. As a reorganised company, we will emerge a stronger, well capitalised global organisation with an industry-leading balance sheet and strong liquidity.
“I commend the entire global Bristow organization for working diligently to navigate the restructuring process while flying safely and continuing to provide exceptional client service. I also express my gratitude to our clients for their continuing confidence in Bristow during this process. We look forward to continuing to work with our new owners, who have been very supportive of our global team and greatly value our market leading position.”
Baker Botts and Wachtell, Lipton, Rosen & Katz are serving as Bristow’s legal counsel and Alvarez & Marsal is serving as the Company’s restructuring advisor. Houlihan Lokey is serving as financial advisor to the company.
Unsecured noteholders are represented by Kirkland & Ellis, Ducera Partners and Seabury Group whereas secured noteholders are represented by Davis Pols & Wardell, Haynes & Boone and PJT Partners.
The $535 million in new equity is divided into a $150 million DIP loan and one $385 million debt-for-equity swap. Here is a breakdown of the new equity capital:
Borrowers: Bristow Group
Facility amount: $150 million
Date: 2 July
Type: DIP Loan
Lenders: 50% Secured and 50% Unsecured
LIBOR: +6% per annum
When the company filed for Chapter 11 Bankruptcy protection in May, certain senior secured noteholders made a $75 million loan to Bristow prior to the filing as well as an original $75 million DIP facility.
Borrowers: Bristow Group
Facility amount: $385 million
Type: debt-equity swap
Lenders: $347.5 million unsecure/$37.5 million secured
As part of the debt-to-equity swap, the holders of $347.5 million of unsecured notes and those holding $37.5 million of secured notes were paid cash for their notes, but were committed in terms of the backstop to subscribe for equity shares (common stock) in the company.
Bristow hopes to emerge from Chapter 11 less than six months after it initially filed for bankruptcy protection. This is likely mimicking fellow oil and gas operator PHI’s exit from bankruptcy, where the company completed proceedings within a similar timeframe. Prior to this, CHC filed for protection in May 2016 and emerged in March the following year.
Here is a look back at the timeline of key events of Bristow’s Chapter 11:
11 May – Bristow files for Chapter 11 protection
14 May – First day motions
26 June – Final hearing of first day motions
22 July – Meeting of creditors
6 August – Deadline for proofs of claim
21 August – Disclosure statement hearing
23 September – Voting and objection deadline
3 October – Confirmation hearing
4 October – Reorganisation plan approved